BETWEEN:

(1) OOSCCA Ltd (referred to hereinafter as "OOSCCA", "we", "our", "us") is private limited company established in England & Wales with a registered office at 259 Sheepcot Lane, Watford, Hertfordshire, WD25 7DJ and registered company number 15566374; and

(2) Yourself (if the Provider is an individual) or the company or organisation that you are submitting on behalf of, as described in the information that you have provided during the course of the sign-up and onboarding process ("Provider"), each a "Party" and together the "Parties".

BACKGROUND

A. Provider has requested and OOSCCA has agreed to grant Provider use of the OOSCCA Services, upon and subject to the terms and conditions in this agreement.

B. This agreement (OOSCCA T&Cs, the OOSCCA DPA and any Confirmation Order Forms) forms an agreement between OOSCCA and the Provider (the "OOSCCA Service Agreement"). This OOSCCA Service Agreement will become effective on the Effective Date.

C. The OOSCCA T&Cs are available here. As soon as possible after agreeing to this OOSCCA Service Agreement, please ensure that you print a copy of the OOSCCA T&Cs for your records.

THIS OOSCCA SERVICE AGREEMENT (INCLUDING THE OOSCCA T&Cs, THE OOSCCA DPA AND ANY CONFIRMATION ORDER FORMS) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN OOSCCA AND THE PROVIDER. BY APPLYING TO ENTER INTO THIS OOSCCA SERVICE AGREEMENT, THIS CONSTITUTES AN OFFER BY YOU, OR THE COMPANY OR ORGANISATION WHO YOU ARE MAKING THIS OFFER ON BEHALF OF, TO ENTER INTO AN AGREEMENT WITH OOSCCA LIMITED (TRADING AS "OOSCCA") ON THE TERMS OUTLINED IN THIS OOSCCA SERVICE AGREEMENT. SUBJECT TO OOSCCA CONFIRMING THAT YOU HAVE COMPLETED ITS SIGN-UP AND ONBOARDING PROCESS AND THAT YOUR APPLICATION HAS BEEN VALIDATED, OOSCCA WILL ACCEPT YOUR OFFER, AND THIS OOSCCA SERVICE AGREEMENT WILL BE EXECUTED BY OOSCCA AND YOU, OR THE COMPANY OR ORGANISATION WHO YOU ARE MAKING THIS OFFER ON BEHALF OF, AS APPLICABLE.

AGREED TERMS

1. DEFINITIONS

1.1 Aside from the terms in this OOSCCA Service Agreement in bold, other capitalised terms shall have the following meanings:

"Booking Fees" means any fees actually received by OOSCCA from care seekers via the OOSCCA Platform when booking Children's Activities bookings;

"Children's Activities" means certain activities, childcare and services aimed at children;

"Commission Fees" means as stated by OOSCCA in any Confirmation Order Forms (where applicable), or amended by OOSCCA in accordance with clause 5.4;

"Confirmation Order Form" means the order form(s) issued by OOSCCA to Provider prior to the Effective Date which vary the terms of the Schedule (Terms and Conditions); OOSCCA T&Cs;

"Data Protection Laws" means any data protection, privacy, direct marketing or similar laws that apply to Personal Data Processed in connection with the Agreement, and "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing" and "Processor" shall be as defined under Data Protection Laws;

"Effective Date" means the date on which both Parties signed the relevant Confirmation Order Form;

"Fees" any fees which are payable pursuant to this OOSCCA Service Agreement (including without limitation Booking Fees, Commission Fees and Subscription Fees);

"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances seeking to meet its obligations to the fullest extent possible;

"Initial Term" shall be as stated by OOSCCA in the relevant Confirmation Order Form;

"OOSCCA DPA" means the data processing addendum which governs the processing activities which relate to this OOSCCA Service Agreement, which can be accessed here;

"OOSCCA Platform" means OOSCCA's online marketplace which allows care seekers to book, reschedule, check the availability of Children's Activities and send enquiries relating to Children's Activities (and any related OOSCCA-owned or licensed technology);

"OOSCCA Services" means the provision of the OOSCCA Platform, and services which support the provision of the OOSCCA Platform;

"Provider Materials" means any other intellectual property rights, information and materials provided by the Provider to OOSCCA;

"Renewal Term" shall be as stated in the relevant Confirmation Order Form;

"Start Date" means the date on which OOSCCA commences the provision of OOSCCA Services to the Provider;

"Subscription Fees" shall be as stated in the relevant Confirmation Order Form, or as amended by OOSCCA in accordance with clause 5.4; and

"Term" means the period commencing on the Effective Date and ending on the date on which the OOSCCA Service Agreement is terminated in accordance with clause 8.

1.2 In this OOSCCA Service Agreement, unless the context otherwise so requires, "including" means "including, without limitation".

1.3 In the event that there is any conflict between the terms of the OOSCCA T&Cs, the OOSCCA DPA and any Confirmation Order Forms, the order of priority will (unless otherwise expressly stated in the Confirmation Order Forms, the OOSCCA DPA or the OOSCCA T&Cs) be as follows:

1.3.1 any Confirmation Order Forms;

1.3.2 the OOSCCA DPA; and

1.3.3 the OOSCCA T&Cs

2. PROVIDER OBLIGATIONS

2.1 The Provider shall promptly following the Effective Date pay any Fees, to the extent that it is required in accordance with the relevant Confirmation Order Form.

2.2 Following the payment of any Fees pursuant to clause 2.1, the Provider shall, in accordance with the instructions outlined by OOSCCA:

2.2.1 sign-up to OOSCCA&s payment provider and promptly comply with any instructions from OOSCCA in relation to the sign-up and onboarding process;

2.2.2 complete certain onboarding activities, as notified to the Provider by OOSCCA; and

2.2.3 submit and provide any information requested by OOSCCA from time to time (including without limitation during the sign-up and onboarding process).

2.3 During the Term, the Provider shall (and, where applicable, promptly and without undue delay):

2.3.1 provide OOSCCA with any assistance, Provider Materials and information that OOSCCA reasonably requires to provide the OOSCCA Services;

2.3.2 ensure that any information it provides to OOSCCA, or uploads to the OOSCCA Platform, is accurate, updated no less frequently than on a weekly basis and monitored on an ongoing basis;

2.3.3 notify OOSCCA of any actual or anticipated downtimes of the Provider&s information technology for which the OOSCCA Services are to be provided;

2.3.4 comply with OOSCCA&s Code of Conduct, any applicable policies, terms, requirements and agreements (as notified to the Provider by OOSCCA from time to time), and all applicable laws in relation to the OOSCCA Services; and

2.3.5 not offer activities to care seekers outside of the OOSCCA Platform where those care seekers have been introduced to the Provider via the OOSCCA Platform.

2.4 The Provider must ensure that its personnel comply with the Provider&s terms of use (as notified by OOSCCA to the Provider from time to time) (the "Terms of Use") and, where the Provider reasonably believes that the Provider&s personnel are in material breach of the Terms of Use, the Provider shall notify OOSCCA as soon as reasonably practicable and provide any assistance requested by OOSCCA.

2.5 The Provider shall not use the OOSCCA Platform and any other of its intellectual property rights which may come into the possession of the Provider under this OOSCCA Service Agreement from time to time (the "OOSCCA IPR") to:

2.5.1 provide services to third parties other than care seekers; or

2.5.2 build a product or service which competes with OOSCCA&s business.

2.6 The Provider shall maintain in force a reasonable and appropriate insurance policy for the Term, taking into account the nature of the Children&s Activities that they are providing.

2.7 During the Term, the Provider:

2.7.1 acknowledges that OOSCCA will not provide any insurance cover in respect of the Provider or the Children&s Activities that the Provider is providing; and

2.7.2 shall maintain in force insurance policies against all risks that would normally be insured against by a prudent businessperson in connection with the risks associated with this OOSCCA Service Agreement.

3. SERVICES AND OOSCCA PLATFORM

3.1 Subject to the Provider&s compliance with its obligations under clause 1.2, OOSCCA shall provide the OOSCCA Services to the Provider from the Start Date until the end of the Term.

3.2 The Provider may enjoy the benefit of the OOSCCA Services, provided that:

3.2.1 the Provider complies with this OOSCCA Service Agreement; and

3.2.2 in the event of a material breach of this OOSCCA Service Agreement by the Provider, the Provider shall notify OOSCCA as soon as reasonably practicable and provide any assistance requested by OOSCCA.

3.3 OOSCCA will not be liable for any losses suffered by the Provider if OOSCCA&s performance of its obligations under this OOSCCA Service Agreement is prevented or delayed by an act of omission of the Provider or any care seeker.

3.4 OOSCCA may modify, suspend or discontinue any part of the OOSCCA Platform or otherwise make any changes it considers desirable to the OOSCCA Platform.

4. INTELLECTUAL PROPERTY

4.1 For the Term, the Provider hereby grants to OOSCCA a non-exclusive, royalty free, worldwide licence to use the intellectual property rights in the Provider Materials.

4.2 From the Start Date until the end of the Term, OOSCCA hereby grants to the Provider a personal non-exclusive, non-sublicensable, non-transferable, royalty free worldwide licence to use the OOSCCA Platform to the extent necessary for the Provider to perform its obligations and enjoy its rights under this OOSCCA Service Agreement.

4.3 Save as set out in this OOSCCA Service Agreement, OOSCCA reserves all of its right, title and interest in the OOSCCA IPR, and OOSCCA does not grant the Provider any intellectual property rights in respect of the OOSCCA IPR, the OOSCCA Services, any intellectual property rights created pursuant to this OOSCCA Service Agreement or any related content or materials.

4.4 The Provider will not (or attempt to), without OOSCCA's prior written consent:

4.4.1 change, alter, disassemble, create derivative works of or reverse engineer any of the OOSCCA IPR; or

4.4.2 decompile any prototypes or software or other tangible objects in the OOSCCA Platform nor use any similar means to discover its underlying composition, structure, source code or trade secrets.

4.5 The Provider will indemnify, defend and hold harmless OOSCCA, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against OOSCCA arising out of or related in any way to:

4.5.1 OOSCCA's use of the Provider Materials in accordance with the Provider's instructions and the terms of this OOSCCA Service Agreement; and

4.5.2 the Provider's use of the OOSCCA IPR, and the limits and exclusions of liability in clause 9 will not apply to this indemnity.

5. PAYMENT

5.1 OOSCCA will invoice the Provider:

5.1.1 on or shortly after the Effective Date, for the first payment of Subscription Fees; and

5.1.2 no later than two (2) weeks prior to the relevant payment due date, in respect of each subsequent payment of Subscription Fees.

5.2 The Subscription Fees and Commission Fees shall be collected and paid in accordance with the relevant Confirmation Order Form.

5.3 All amounts payable under this OOSCCA Service Agreement are exclusive of VAT.

5.4 OOSCCA may set off any liability of the Provider to OOSCCA against any liability of OOSCCA to the Provider.

5.5 OOSCCA may vary the Commission Fees or Subscription Fees on at least 30 days' written notice to the Provider, following which the Provider may terminate this OOSCCA Service Agreement by exercising its termination rights set out in clause 8.

5.6 If the Provider fails to make any payment of Fees to OOSCCA within 30 days of the due date of payment under this OOSCCA Service Agreement, OOSCCA may:

5.6.1 suspend or terminate the OOSCCA Service Agreement with immediate effect; and

5.6.2 withhold any payments of Booking Fees due to the Provider pursuant to this OOSCCA Service Agreement, and collected by OOSCCA from care seekers via the OOSCCA Platform from 15 days following the relevant due date of payment under this OOSCCA Service Agreement until full payment of the relevant Fees.

6. DATA PROTECTION

Where OOSCCA Processes Personal Data, the terms of the OOSCCA DPA shall apply.

7. CONFIDENTIALITY

7.1 Each Party will only use confidential information shared pursuant to this OOSCCA Service Agreement to enjoy its rights and comply with its obligations under this OOSCCA Service Agreement. Each Party will keep all confidential information strictly confidential and not disclose any part of any confidential information, except where the confidential information to the extent that it is:

7.1.1 already in the receiving Party's possession or is in the public domain (except due to a third party's breach of a duty of confidentiality); or

7.1.2 required to be disclosed by law or an order of a court of competent jurisdiction.

7.2 The obligations under this clause 7 will continue until the information enters the public domain except through the fault of the receiving Party.

8. TERM AND TERMINATION

8.1 Where an Initial Term and Renewal Term are included within the relevant Confirmation Order Form, the OOSCCA Service Agreement will start on the Effective Date and continue for the Initial Term, following which the OOSCCA Service Agreement shall automatically renew for consecutive Renewal Terms, until:

8.1.1 either Party terminates this OOSCCA Service Agreement on at least 30 days' written notice to the other Party, and the OOSCCA Service Agreement shall terminate at the end of the then current Initial Term or Renewal Term (as applicable); or

8.1.2 OOSCCA terminates this OOSCCA Service Agreement otherwise in accordance with this clause 8.

8.2 Where an Initial Term is stated within the relevant Confirmation Order Form, but a Renewal Term is not stated, the OOSCCA Service Agreement will start on the Effective Date and continue for the full duration of the Initial Term, and:

8.2.1 either Party can terminate this OOSCCA Service Agreement on at least 30 days' written notice to the other Party, and such notice shall not expire earlier than the end of the Initial Term; or

8.2.2 OOSCCA can terminate this OOSCCA Service Agreement otherwise in accordance with this clause 8.

8.3 Where an Initial Term and Renewal Term are not included within the relevant Confirmation Order Form, the OOSCCA Service Agreement will start on the Effective Date and continue until either Party terminates this OOSCCA Service Agreement:

8.3.1 either Party terminates this OOSCCA Service Agreement on at least 30 days' written notice to the other Party; or

8.3.2 OOSCCA terminates this OOSCCA Service Agreement otherwise in accordance with this clause 8.

8.4 OOSCCA may suspend this OOSCCA Service Agreement:

8.4.1 immediately on written notice to the Provider if the Provider fails to comply with its obligations under this OOSCCA Service Agreement; or

8.4.2 on at least 30 days' written notice to the Provider.

8.5 OOSCCA may immediately suspend or terminate this OOSCCA Service Agreement where:

8.5.1 (if applicable) the Provider is at any time during the Term rated either "Satisfactory" or "Inadequate" by the Office for Standards in Education, Children's Services and Skills (or "Ofsted");

8.5.2 the Provider does not provide Children's Activities in accordance with Good Industry Practice; andor

8.5.3 OOSCCA reasonably believes that the Provider has deliberately circumvented its payment obligations under the OOSCCA Platform or this OOSCCA Service Agreement (including without limitation where the Provider is providing Children's Activities to a care seeker outside of the OOSCCA Platform, having been introduced to that care seeker via the OOSCCA Platform), provided that OOSCCA notifies the Provider in advance of suspending or terminating, and explains the reason (s) for suspending or terminating.

8.6 Upon expiry or termination of this OOSCCA Service Agreement:

8.6.1 each Party shall return or destroy all of the other Party's confidential information in its possession or control within thirty (30) days of such expiry or termination (unless reasonably required to retain certain confidential information by law);

8.6.2 all rights and licences in and to the OOSCCA Platform and the OOSCCA Services shall automatically cease and the Provider shall immediately stop using the OOSCCA Services;

8.6.3 any benefits or incentives provided by OOSCCA to the Provider, in relation to the OOSCCA Platform, will no longer be valid;

8.6.4 the Provider shall provide a written certificate to the OOSCCA to confirm that it has complied with the obligations under this clause 8; and

8.6.5 clauses 1, 4, 4.1, 6, 8.5, 9 and 10 shall continue in full force and effect.

9. WARRANTIES AND LIABILITY

9.1 Each Party represents, warrants and undertakes that it has: (i) the requisite rights, consents, power and authority to enter into this OOSCCA Service Agreement and to perform fully its obligations hereunder; and (ii) not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other Party of its rights under this OOSCCA Service Agreement.

9.2 This clause 9 sets out the entire liability of each party (and their employees, agents, consultants, and subcontractors) to the other, in respect of any breach of the OOSCCA Service Agreement, any use by the Provider of the OOSCCA IPR, the OOSCCA Services or the OOSCCA Platform, and any representation, statement or tortious act or omission (including negligence) arising in connection with the OOSCCA Service Agreement.

9.3 Nothing in this OOSCCA Service Agreement limits or excludes the liability of either party for death, personal injury, fraud, fraudulent misrepresentation or fraudulent misstatement.

9.4 Subject to clause 9.3, OOSCCA shall not be liable to the Provider for loss of profits, business, goodwill, anticipated savings, goods, contract, use or data, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

9.5 The total liability of OOSCCA to the Provider arising in connection with the performance, or contemplated performance, of the OOSCCA Service Agreement, will be limited to the total amount of Fees paid or payable to OOSCCA under this OOSCCA Service Agreement.

9.6 Except as expressly provided in this OOSCCA Service Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.7 The OOSCCA IPR, the OOSCCA Services, their use and the results of such use are provided "as is" to the fullest extent permitted by law, and OOSCCA disclaims all express or implied warranties which may be implied in respect of them. The performance of the OOSCCA Services and the OOSCCA IPR rely on third parties beyond OOSCCA's control. OOSCCA specifically disclaims any warranty:

9.7.1 that the use of the OOSCCA Services will be uninterrupted or error-free, that defects will be corrected and that there are no viruses or other harmful components;

9.7.2 that the security methods employed will be sufficient; or

9.7.3 regarding correctness, accuracy, or reliability.

10. GENERAL

10.1 This OOSCCA Service Agreement shall be binding upon and inure for the benefit of the successors in title of the Parties hereto.

10.2 Any termination of this OOSCCA Service Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party.

10.3 This OOSCCA Service Agreement sets out the entire understanding between the Parties with respect to the subject matter and supersedes all prior oral and written representations, arrangements and understandings between the Parties relating thereto.

10.4 Nothing in this OOSCCA Service Agreement shall be deemed to constitute a partnership or agency relationship between the Parties.

10.5 If any part of this OOSCCA Service Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties' intentions and the remainder of the provisions will remain in full force and effect.

10.6 No forbearance, delay or indulgence by either Party in enforcing the provisions of this OOSCCA Service Agreement shall prejudice or restrict the rights of that Party nor shall any waiver of rights operate as a waiver of any subsequent breach of this OOSCCA Service Agreement.

10.7 This OOSCCA Service Agreement is made and shall be construed in accordance with the laws of England and the Parties submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising therefrom.

10.8 A person who is not a Party to this OOSCCA Service Agreement shall not have any rights under or in connection with it other than to the extent permitted by law.

10.9 The Provider may not without the prior written consent of OOSCCA transfer, assign or novate its rights or obligations under this OOSCCA Service Agreement.

10.10 All notices to be given under this OOSCCA Service Agreement must be in English, in writing and sent to the other Party at the address stated at the head of this OOSCCA Service Agreement (or using such other contact details as either Party has notified to the other).